0001595974FALSE00015959742025-02-262025-02-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

February 26, 2025
Date of Report (Date of earliest event reported)
__________________
MAGNITE, INC.
(Exact name of registrant as specified in its charter)
 __________________
Delaware001-3638420-8881738
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
1250 Broadway, 15th Floor
New York, New York 10001
(Address of principal executive offices, including zip code)
(212) 243-2769
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name on each exchange on which registered
Common stock, par value $0.00001 per share
MGNINasdaq Global Select Market
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o




Item 2.02. Results of Operations and Financial Condition.
    On February 26, 2025, Magnite, Inc., or the Company, issued a press release announcing financial results for its fiscal quarter and year ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
    The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.



Item 9.01. Financial Statements and Exhibits.

(d)Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
 
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  MAGNITE, INC.
Date:February 26, 2025  By:/s/ David Day
  David Day
  Chief Financial Officer


Exhibit 99.1
 
Magnite Reports Fourth Quarter and Full-Year 2024 Results
Total Revenue up 4% & Contribution ex-TAC(1) up 9% in Fourth Quarter
Contribution ex-TAC(1) from CTV Grows 23% in Fourth Quarter
Adjusted EBITDA Margin(2) of 42% in Fourth Quarter

NEW YORK – February 26, 2025 – Magnite (NASDAQ: MGNI), the world's largest independent sell-side advertising company, today reported its results of operations for the fourth quarter and year ended December 31, 2024.
Recent Highlights:
•Revenue of $194.0 million for Q4 2024, up 4% from Q4 2023
•Contribution ex-TAC(1) of $180.2 million for Q4 2024, an increase of 9% from Q4 2023
•Contribution ex-TAC(1) attributable to CTV for Q4 2024 of $77.9 million, which exceeded guidance of $75 to $77 million, and was up 23% year-over-year
•Contribution ex-TAC(1) attributable to DV+ for Q4 2024 of $102.3 million, an increase of 1% year-over-year
•Net income for Q4 2024 of $36.4 million, or $0.24 per diluted share, compared to net income of $30.9 million, or $0.16 per diluted share for Q4 2023
•Adjusted EBITDA(1) of $76.5 million in Q4 2024 representing a 42% Adjusted EBITDA margin(2), compared to Adjusted EBITDA(1) of $70.4 million for Q4 2023
•Non-GAAP diluted earnings per share(1) of $0.34 for Q4 2024, compared to non-GAAP diluted earnings per share(1) of $0.29 for Q4 2023
•Operating cash flow(3) in Q4 2024 of $64.4 million
•Contribution ex-TAC(1) attributable to CTV for the full-year 2024 of $260.2 million, an increase of 19% year-over-year, representing 43% of total Contribution ex-TAC(1)
•Adjusted EBITDA(1) for the full-year 2024 of $196.9 million, an increase of 15% from the full-year 2023
•Ended 2024 with $483.2 million in cash and cash equivalents

Expectations:
•Total Contribution ex-TAC(1) for Q1 2025 to be between $140 and $144 million
•Contribution ex-TAC(1) attributable to CTV for Q1 2025 to be between $61 and $63 million
•Contribution ex-TAC(1) attributable to DV+ for Q1 2025 to be between $79 and $81 million
•Adjusted EBITDA operating expenses(4) for Q1 2025 to be between $111 and $113 million
•Total Contribution ex-TAC(1) growth above 10% for the full-year 2025
•Excluding political, total 2025 Contribution ex-TAC(1) growth in the mid-teens
•Adjusted EBITDA margin(2) expansion of at least 100 basis points for 2025
•Mid-teens percentage growth of Adjusted EBITDA(1) for 2025
•High-teens to 20% growth in free cash flow(5) for 2025

“CTV performed well above expectations based on strength from our partnerships with many of the largest industry players.
1

Our DV+ business grew modestly in Q4 due to marketers pausing campaigns after the election, but has rebounded since the start of 2025 and resumed growth in the mid-to-high single digits. We are very encouraged with partner and agency traction to start 2025, and have also made strides to improve efficiency across our business.” said Michael G. Barrett, CEO of Magnite. “We look forward to a solid growth year in 2025, despite a mixed ad spend environment and political comps. We continue to balance top-line growth and profitability to drive free cash flow, which is reflected in our outlook for 2025. Key areas of investment will be live sports, ClearLine, agency marketplaces, curation, AI and overall platform efficiency.”
2

Magnite Fourth Quarter 2024 Results Summary
(in millions, except per share amounts and percentages)
Three Months EndedYear Ended
December 31, 2024December 31, 2023Change
Favorable/ (Unfavorable)		December 31, 2024December 31, 2023Change
Favorable/ (Unfavorable)
Revenue$194.0$186.94%$668.2$619.78%
Gross profit
$126.2$116.98%$409.3$209.895%
Contribution ex-TAC(1)
$180.2$165.39%$606.9$549.111%
Net income (loss)$36.4$30.918%$22.8($159.2)NM
Adjusted EBITDA(1)
$76.5$70.49%$196.9$171.415%
Adjusted EBITDA margin(2)
42%43%(1) ppt32%31%1 ppt
Basic earnings (loss) per share
$0.26$0.2218%$0.16($1.17)NM
Diluted earnings (loss) per share
$0.24$0.1650%$0.16($1.17)NM
Non-GAAP earnings per share(1)
$0.34$0.2917%$0.71$0.5431%

NM = Not meaningful

Notes:
(1)
Contribution ex-TAC, Adjusted EBITDA, and non-GAAP earnings per share are non-GAAP financial measures. Please see the discussion in the section called "Non-GAAP Financial Measures" and the reconciliations included at the end of this press release.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Contribution ex-TAC.
(3)Operating cash flow is calculated as Adjusted EBITDA less capital expenditures.
(4)Adjusted EBITDA operating expenses is calculated as Contribution ex-TAC less Adjusted EBITDA.
(5)Free cash flow is defined as operating cash flow (Adjusted EBITDA less capital expenditures) less net interest expense.
Fourth Quarter 2024 Results Conference Call and Webcast:
The Company will host a conference call on February 26, 2025 at 1:30 PM (PT) / 4:30 PM (ET) to discuss the results for its fourth quarter of 2024.
Live conference call
Toll free number:(844) 875-6911 (for domestic callers)
Direct dial number:(412) 902-6511 (for international callers)
Passcode:Ask to join the Magnite conference call
Simultaneous audio webcast:
http://investor.magnite.com, under "Events and Presentations"
Conference call replay
Toll free number:(877) 344-7529 (for domestic callers)
Direct dial number:(412) 317-0088 (for international callers)
Passcode:
1991482
Webcast link:
http://investor.magnite.com, under "Events and Presentations"

About Magnite
We’re Magnite (NASDAQ: MGNI), the world’s largest independent sell-side advertising platform. Publishers use our technology to monetize their content across all screens and formats, including CTV, online video, display, and audio. The world’s leading agencies and brands trust our platform to access brand-safe, high-quality ad inventory and execute billions of advertising transactions each month. Anchored in bustling New York City, sunny Los Angeles, mile-high Denver, historic London, colorful Singapore, and down under in Sydney, Magnite has offices across North America, EMEA, LATAM, and APAC.
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Forward-Looking Statements:
This press release and management's prepared remarks during the conference call referred to above include, and management's answers to questions during the conference call may include, forward-looking statements, including statements based upon or relating to our expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking statements by terms such as "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "design," "anticipate," "estimate," "predict," "potential," "plan" or the negative of these terms, and similar expressions. Forward-looking statements may include, but are not limited to, statements concerning the Company's guidance or expectations with respect to future financial performance; acquisitions by the Company, or the anticipated benefits thereof; macroeconomic conditions or concerns related thereto; the growth of ad-supported programmatic connected television; our ability to use and collect data to provide our offerings; the scope and duration of client relationships; the fees we may charge in the future; key strategic objectives; anticipated benefits of new offerings; business mix; sales growth; benefits from supply path optimization; our ability to adapt to advancements in artificial intelligence; the development of identity solutions; client utilization of our offerings; the impact of requests for discounts, rebates or other fee concessions; our competitive differentiation; our market share and leadership position in the industry; market conditions, trends, and opportunities; certain statements regarding future operational performance measures; and other statements that are not historical facts. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and estimates and subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

We discuss many of these risks and additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this press release and in other filings we have made and will make from time to time with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings. These forward-looking statements represent our estimates and assumptions only as of the date of the report in which they are included. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Without limiting the foregoing, any guidance we may provide will generally be given only in connection with quarterly and annual earnings announcements, without interim updates, and we may appear at industry conferences or make other public statements without disclosing material nonpublic information in our possession. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Investors should read this press release and the documents that we reference in this press release and have filed or will file with the SEC completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Non-GAAP Financial Measures and Operational Measures:
In addition to our GAAP results, we review certain non-GAAP financial measures to help us evaluate our business on a consistent basis, measure our performance, identify trends affecting our business, establish budgets, measure the effectiveness of investments in our technology and development and sales and marketing, and assess our operational efficiencies. These non-GAAP financial measures include Contribution ex-TAC, Adjusted EBITDA, Non-GAAP Income (Loss), and Non-GAAP Earnings (Loss) per share, each of which is discussed below.
These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP. You are encouraged to evaluate these adjustments, and review the reconciliation of these non-GAAP financial measures to their most comparable GAAP measures, and the reasons we consider them appropriate. It is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies. See "Reconciliation of Revenue to Gross Profit to Contribution ex-TAC," "Reconciliation of net income (loss) to Adjusted EBITDA," "Reconciliation of net income (loss) to non-GAAP income (loss)," and "Reconciliation of GAAP earnings (loss) per share to non-GAAP earnings (loss) per share" included as part of this press release.
We do not provide a reconciliation of our non-GAAP financial expectations for Contribution ex-TAC and Adjusted EBITDA, or a forecast of the most comparable GAAP measures, because the amount and timing of many future charges that impact these measures (such as amortization of future acquired intangible assets, acquisition-related charges, foreign exchange (gain) loss, net, stock-based compensation, impairment charges, provision or benefit for income taxes, and our future revenue mix), which could be material, are variable, uncertain, or out of our control and therefore cannot be reasonably predicted without unreasonable effort, if at all. In addition, we believe such reconciliations or forecasts could imply a degree of precision that might be confusing or misleading to investors.
4

Contribution ex-TAC:
Contribution ex-TAC is calculated as gross profit plus cost of revenue, excluding traffic acquisition cost ("TAC"). Traffic acquisition cost, a component of cost of revenue, represents what we must pay sellers for the sale of advertising inventory through our platform for revenue reported on a gross basis. Contribution ex-TAC is a non-GAAP financial measure that is most comparable to gross profit. We believe Contribution ex-TAC is a useful measure in facilitating a consistent comparison against our core business without considering the impact of traffic acquisition costs related to revenue reported on a gross basis.
Adjusted EBITDA:
We define Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense, depreciation and amortization, amortization of acquired intangible assets, impairment charges, interest income or expense, and other cash and non-cash based income or expenses that we do not consider indicative of our core operating performance, including, but not limited to foreign exchange gains and losses, acquisition and related items, gains or losses on extinguishment of debt, other debt refinancing expenses, non-operational real estate and other expenses (income), net, and provision (benefit) for income taxes. We also track future expenses on an Adjusted EBITDA basis, and describe them as Adjusted EBITDA operating expenses, which includes total operating expenses. Total operating expenses include cost of revenue. Adjusted EBITDA operating expenses is calculated as Contribution ex-TAC less Adjusted EBITDA. We adjust Adjusted EBITDA operating expenses for the same expense items excluded in Adjusted EBITDA. We believe Adjusted EBITDA is useful to investors in evaluating our performance for the following reasons:
•Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s performance without regard to items such as those we exclude in calculating this measure, which can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.
•Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors concerning our performance. Adjusted EBITDA is also used as a metric for determining payment of cash incentive compensation.
•Adjusted EBITDA provides a measure of consistency and comparability with our past performance that many investors find useful, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP. These limitations include:
•Stock-based compensation is a non-cash charge and will remain an element of our long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period.
•Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future, but Adjusted EBITDA does not reflect any cash requirements for these replacements.
•Impairment charges are non-cash charges related to goodwill, intangible assets and/or long-lived assets.
•Adjusted EBITDA does not reflect certain cash and non-cash charges related to acquisition and related items, such as amortization of acquired intangible assets, merger, acquisition, or restructuring related severance costs, and changes in the fair value of contingent consideration.
•Adjusted EBITDA does not reflect cash and non-cash charges and changes in, or cash requirements for, acquisition and related items, such as certain transaction expenses.
•Adjusted EBITDA does not reflect cash and non-cash charges related to certain financing transactions such as gains or losses on extinguishment of debt or other debt refinancing expenses.
•Adjusted EBITDA does not reflect certain non-operational real estate and other (income) and expense, net, which consists of transactions or expenses that are typically by nature non-operating, one-time items, or unrelated to our core operations.
•Adjusted EBITDA does not reflect changes in our working capital needs, capital expenditures, or contractual commitments.
•Adjusted EBITDA does not reflect cash requirements for income taxes and the cash impact of other income or expense.
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•Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
Our Adjusted EBITDA is influenced by fluctuations in our revenue, cost of revenue, and the timing and amounts of the cost of our operations. Adjusted EBITDA should not be considered as an alternative to net income (loss), income (loss) from operations, or any other measure of financial performance calculated and presented in accordance with GAAP.
Non-GAAP Income (Loss) and Non-GAAP Earnings (Loss) per Share:
We define non-GAAP earnings (loss) per share as non-GAAP income (loss) divided by non-GAAP weighted-average shares outstanding. Non-GAAP income (loss) is equal to net income (loss) excluding stock-based compensation, cash and non-cash based merger, acquisition, and restructuring costs, which consist primarily of professional service fees associated with merger and acquisition activities, cash-based employee termination costs, and other restructuring activities, including facility closures, relocation costs, contract termination costs, and impairment costs of abandoned technology associated with restructuring activities, amortization of acquired intangible assets, gains or losses on extinguishment of debt, non-operational real estate and other expenses or income, foreign currency gains and losses, interest expense associated with Convertible Senior Notes, other debt refinance expenses, and the tax impact of these items. In periods in which we have non-GAAP income, non-GAAP weighted-average shares outstanding used to calculate non-GAAP earnings per share includes the impact of potentially dilutive shares. Potentially dilutive shares consist of stock options, restricted stock units, performance stock units, and potential shares issued under the Employee Stock Purchase Plan, each computed using the treasury stock method, and the impact of shares that would be issuable assuming conversion of all of the Convertible Senior Notes, calculated under the if-converted method. We believe non-GAAP earnings (loss) per share is useful to investors in evaluating our ongoing operational performance and our trends on a per share basis, and also facilitates comparison of our financial results on a per share basis with other companies, many of which present a similar non-GAAP measure. However, a potential limitation of our use of non-GAAP earnings (loss) per share is that other companies may define non-GAAP earnings (loss) per share differently, which may make comparison difficult. This measure may also exclude expenses that may have a material impact on our reported financial results. Non-GAAP earnings (loss) per share is a performance measure and should not be used as a measure of liquidity. Because of these limitations, we also consider the comparable GAAP measure of net income (loss).

Investor Relations Contact
Nick Kormeluk
(949) 500-0003
nkormeluk@magnite.com
Media Contact
Charlstie Veith
(516) 300-3569
press@magnite.com
6

MAGNITE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
December 31, 2024December 31, 2023
ASSETS
Current assets:
   Cash and cash equivalents$483,220 $326,219 
   Accounts receivable, net1,200,046 1,176,276 
   Prepaid expenses and other current assets              19,914 20,508 
         TOTAL CURRENT ASSETS1,703,180 1,523,003 
Property and equipment, net68,730 47,371 
Right-of-use lease asset50,329 60,549 
Internal use software development costs, net26,625 21,926 
Intangible assets, net21,309 51,011 
Goodwill978,217 978,217 
Other assets, non-current6,378 6,729 
TOTAL ASSETS$2,854,768 $2,688,806 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses$1,466,377 $1,372,176 
Lease liabilities, current
16,086 20,402 
Debt, current3,641 3,600 
Other current liabilities9,880 5,957 
         TOTAL CURRENT LIABILITIES1,495,984 1,402,135 
Debt, non-current, net of debt issuance costs550,104 532,986 
Lease liabilities, non-current38,983 49,665 
Other liabilities, non-current1,479 2,337 
TOTAL LIABILITIES 2,086,550 1,987,123 
STOCKHOLDERS' EQUITY
Common stock2 2 
Additional paid-in capital         1,433,809 1,387,715 
Accumulated other comprehensive loss(4,421)(2,076)
Accumulated deficit(661,172)(683,958)
TOTAL STOCKHOLDERS' EQUITY768,218 701,683 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$2,854,768 $2,688,806 

7

MAGNITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
 Three Months EndedYear Ended
 December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Revenue$193,968 $186,932 $668,170 $619,710 
Expenses (1)(2):
Cost of revenue
67,786 70,025 258,838 409,906 
Sales and marketing
40,628 37,575 166,142 173,982 
Technology and development
22,262 23,183 95,243 94,318 
General and administrative
23,074 21,025 96,860 89,048 
Merger, acquisition, and restructuring costs— — — 7,465 
Total expenses153,750 151,808 617,083 774,719 
Income (loss) from operations40,218 35,124 51,087 (155,009)
Other expense:
Interest expense, net5,433 8,100 27,032 32,369 
Foreign exchange (gain) loss, net(6,303)3,495 (5,083)1,953 
(Gain) loss on extinguishment of debt— (8,348)7,706 (26,480)
Other income(1,170)(1,287)(5,052)(5,304)
Total other (income) expense, net(2,040)1,960 24,603 2,538 
Income (loss) before income taxes42,258 33,164 26,484 (157,547)
Provision for income taxes
5,851 2,250 3,698 1,637 
Net income (loss)$36,407 $30,914 $22,786 $(159,184)
Net earnings (loss) per share:
Basic$0.26 $0.22 $0.16 $(1.17)
Diluted$0.24 $0.16 $0.16 $(1.17)
Weighted average shares used to compute net earnings (loss) per share:
Basic141,106 138,212 140,557 136,620 
Diluted152,434 143,793 146,810 136,620 
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(1) Stock-based compensation expense included in our expenses was as follows:
 Three Months EndedYear Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Cost of revenue$423 $436 $1,924 $1,809 
Sales and marketing7,473 6,394 31,436 27,263 
Technology and development3,617 4,624 18,210 20,542 
General and administrative5,845 5,701 24,949 22,860 
Merger, acquisition, and restructuring costs
— — — 143 
Total stock-based compensation expense$17,358 $17,155 $76,519 $72,617 
(2) Depreciation and amortization expense included in our expenses was as follows:
 Three Months EndedYear Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Cost of revenue$13,538 $13,901 $47,570 $211,956 
Sales and marketing2,473 2,628 10,157 27,584 
Technology and development88 188 460 779 
General and administrative71 103 323 501 
Total depreciation and amortization expense$16,170 $16,820 $58,510 $240,820 
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MAGNITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Year Ended
December 31, 2024December 31, 2023
OPERATING ACTIVITIES:
Net income (loss)$22,786 $(159,184)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization58,510240,820
Stock-based compensation76,51972,617
(Gain) loss on extinguishment of debt7,706(26,480)
Provision for doubtful accounts
5874,666
Amortization of debt discount and issuance costs4,1196,279
Non-cash lease expense(4,772)(1,712)
Deferred income taxes95(2,379)
Unrealized foreign currency (gain) loss, net(7,001)1,266
Other items, net233,007
Changes in operating assets and liabilities:
Accounts receivable(26,024)(220,102)
Prepaid expenses and other assets1,9801,004
Accounts payable and accrued expenses97,380294,677
Other liabilities3,293(112)
Net cash provided by operating activities235,201214,367
INVESTING ACTIVITIES:
Purchases of property and equipment(32,810)(26,764)
Capitalized internal use software development costs(14,260)(10,619)
Other investing activities
(432)—
Net cash used in investing activities(47,502)(37,383)
FINANCING ACTIVITIES:
Proceeds from the Term Loan B Facility refinancing and repricing activities, net of debt discount413,463—
Repayment of the Term Loan B Facility from refinancing and repricing activities(403,113)—
Payment for debt issuance costs(4,547)—
Repayment of debt(1,823)(3,600)
Repurchase of Convertible Senior Notes—(165,518)
Proceeds from exercise of stock options5722,166
Proceeds from issuance of common stock under employee stock purchase plan3,5893,513
Taxes paid related to net share settlement(22,472)(11,814)
Purchase of treasury stock(14,573)—
Repayment of finance leases
—(276)
Payment of indemnification claims holdback—(2,313)
Net cash used in financing activities
(28,904)(177,842)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH(1,794)575
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH157,001(283)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period326,219326,502
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period$483,220 $326,219 
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MAGNITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued)
(In thousands)
(unaudited)

Year Ended
December 31, 2024December 31, 2023
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes$3,870 $5,357 
Cash paid for interest$36,863 $37,028 
Capitalized assets financed by accounts payable and accrued expenses and other liabilities$6,742 $1,690 
Capitalized stock-based compensation$2,459 $2,012 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$13,628 $4,017 
Operating lease right-of-use assets reduction and corresponding adjustment to operating lease liabilities from lease terminations$4,622 $— 
Non-cash financing activity related to Amendment No. 1 to the 2024 Credit Agreement$311,974 $— 

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MAGNITE, INC.
CALCULATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
(In thousands, except per share data)
(unaudited)
Three Months EndedYear Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Basic and Diluted Earnings (Loss) Per Share:
Net income (loss)$36,407 $30,914 $22,786 $(159,184)
Weighted-average common shares outstanding used to compute basic earnings (loss) per share
141,106 138,212 140,557 136,620 
Basic earnings (loss) per share
$0.26 $0.22 $0.16 $(1.17)
Diluted Earnings (Loss) Per Share:
Net income (loss)$36,407 $30,914 $22,786 $(159,184)
Adjustments:
Interest expense, Convertible Senior Notes, net of tax
517 508 — — 
Gain on extinguishment of debt, net of tax
— (8,151)— — 
Net income (loss) for calculation of diluted income (loss)
$36,924 $23,271 $22,786 $(159,184)
Weighted-average common shares used in basic earnings (loss) per share
141,106 138,212 140,557 136,620 
Dilutive effect of weighted-average restricted stock units
5,044 545 3,731 — 
Dilutive effect of weighted-average common stock options2,012 1,156 1,811 — 
Dilutive effect of weighted-average performance stock units1,037 — 669 — 
Dilutive effect of weighted-average ESPP shares
25 15 42 — 
Dilutive effect of weighted-average convertible notes3,210 3,865 — — 
Weighted-average shares used to compute diluted net earnings (loss) per share152,434 143,793 146,810 136,620 
Diluted net earnings (loss) per share$0.24 $0.16 $0.16 $(1.17)

12


MAGNITE, INC.
RECONCILIATION OF REVENUE TO GROSS PROFIT TO CONTRIBUTION EX-TAC
(In thousands)
(unaudited)
Three Months EndedYear Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Revenue$193,968 $186,932 $668,170 $619,710 
Less: Cost of revenue67,786 70,025 258,838 409,906 
Gross Profit126,182 116,907 409,332 209,804 
Add back: Cost of revenue, excluding TAC54,01648,373197,610339,343 
Contribution ex-TAC
$180,198 $165,280 $606,942 $549,147 
13

MAGNITE, INC.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(unaudited)
 Three Months EndedYear Ended
 December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Net income (loss)$36,407 $30,914 $22,786 $(159,184)
Add back (deduct):
Depreciation and amortization expense, excluding amortization of acquired intangible assets8,698 9,198 28,376 38,330 
   Amortization of acquired intangibles7,472 7,622 30,134 202,490 
   Stock-based compensation expense17,358 17,155 76,519 72,617 
Merger, acquisition, and restructuring costs, excluding stock-based compensation expense— — — 7,322 
Non-operational real estate and other expense, net1,597 20 1,579 310 
Interest expense, net5,433 8,100 27,032 32,369 
Foreign exchange (gain) loss, net(6,303)3,495 (5,083)1,953 
(Gain) loss on extinguishment of debt
— (8,348)7,706 (26,480)
Other debt refinancing expense
— — 4,103 — 
Provision for income taxes
5,851 2,250 3,698 1,637 
Adjusted EBITDA$76,513 $70,406 $196,850 $171,364 


14

MAGNITE, INC.
RECONCILIATION OF NET INCOME (LOSS) TO NON-GAAP INCOME (LOSS)
(In thousands)
(unaudited)
 Three Months EndedYear Ended
 December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Net income (loss)$36,407 $30,914 $22,786 $(159,184)
Add back (deduct):
Merger, acquisition, and restructuring costs, including amortization of acquired intangibles and excluding stock-based compensation expense7,472 7,622 30,134 209,812 
Stock-based compensation expense17,358 17,155 76,519 72,617 
Non-operational real estate and other expense, net1,597 20 1,579 310 
Foreign exchange (gain) loss, net(6,303)3,495 (5,083)1,953 
Interest expense, Convertible Senior Notes421 508 1,686 2,620 
(Gain) loss on extinguishment of debt
— (8,348)7,706 (26,480)
Other debt refinancing expense
— — 4,103 — 
Tax effect of Non-GAAP adjustments (1)
(5,339)(10,218)(32,806)(23,740)
Non-GAAP income$51,613 $41,148 $106,624 $77,908 
(1)Non-GAAP income (loss) includes the estimated tax impact from the reconciling items reconciling between net income (loss) and non-GAAP income (loss). 

15

MAGNITE, INC.
RECONCILIATION OF GAAP EARNINGS (LOSS) PER SHARE TO NON-GAAP EARNINGS PER SHARE
(In thousands, except per share amounts)
(unaudited)

 Three Months EndedYear Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
GAAP net earnings (loss) per share (1):
Basic$0.26 $0.22 $0.16 $(1.17)
Diluted$0.24 $0.16 $0.16 $(1.17)
Non-GAAP income (2)
$51,613 $41,148 $106,624 $77,908 
Non-GAAP earnings per share
$0.34 $0.29 $0.71 $0.54 
Weighted-average shares used to compute basic net earnings (loss) per share
141,106 138,212 140,557 136,620 
Dilutive effect of weighted-average common stock options, RSAs, RSUs, and PSUs8,093 1,701 6,211 3,258 
Dilutive effect of weighted-average ESPP shares
25 15 42 31 
Dilutive effect of weighted-average Convertible Senior Notes3,210 3,865 3,210 4,981 
Non-GAAP weighted-average shares outstanding (3)
152,434 143,793 150,020 144,890 
(1) Calculated as net income (loss) divided by basic and diluted weighted-average shares used to compute net income (loss) per share as included in the consolidated statement of operations.
(2) Refer to reconciliation of net income (loss) to non-GAAP income (loss).
(3) Non-GAAP earnings per share is computed using the same weighted-average number of shares that are used to compute GAAP net income (loss) per share in periods where there is both a non-GAAP loss and a GAAP net loss.

16

MAGNITE, INC.
CONTRIBUTION EX-TAC BY CHANNEL
(In thousands, except percentages)
(unaudited)

Contribution ex-TAC
Three Months Ended
December 31, 2024December 31, 2023
Channel:
CTV$77,923 43 %$63,530 38 %
Mobile71,660 40 71,566 44 
Desktop30,615 17 30,184 18 
Total$180,198 100 %$165,280 100 %


Contribution ex-TAC
Year Ended
December 31, 2024December 31, 2023
Channel:
CTV$260,159 43 %$218,494 40 %
Mobile242,018 40 226,826 41 
Desktop104,765 17 103,827 19 
Total$606,942 100 %$549,147 100 %
17
v3.25.0.1
Cover
Feb. 26, 2025
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name MAGNITE, INC.
Document Period End Date Feb. 26, 2025
Entity Incorporation, State or Country Code DE
Entity File Number 001-36384
Entity Tax Identification Number 20-8881738
Entity Address, Address Line Two 15th Floor
Entity Address, Address Line One 1250 Broadway,
Entity Address, Postal Zip Code 10001
Entity Address, State or Province NY
Entity Address, City or Town New York,
Local Phone Number 243-2769
City Area Code 212
Security Exchange Name NASDAQ
Trading Symbol MGNI
Title of 12(b) Security Common stock, par value $0.00001 per share
Written Communications false
Entity Central Index Key 0001595974
Amendment Flag false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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